Form 8-K - Current report
November 20 2013 - 2:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): November 19, 2013
_______________________________
Hannover House, Inc.
(Exact name of registrant as specified
in its charter)
_________________
Wyoming |
000-28723 |
91-1906973 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation or Organization) |
File Number) |
Identification No.) |
1428 Chester Street, Springdale,
AR 72764
(Address of Principal Executive Offices) (Zip Code)
479-751-4500
(Registrant’s telephone number, including area code)
f/k/a "Target Development Group,
Inc."
f/k/a "Mindset Interactive Corp."
330 Clematis
Street, Suite 217, West Palm Beach, Florida 33401 (561) 514-0936
(Former name or former address and former fiscal year, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 2 — FINANCIAL INFORMATION
Item 2.02 |
Results of Operations and Financial Condition.
Company released its financial results and compliance filings
for the period ending Sept. 30, 2013, which are posted onto the OTC Markets website under ticker symbol: HHSE. Primary reports
are attached hereto as Exhibits. For the Q3 reporting period, Company posted revenues of $1,205,392, with an operating, pre-tax
profit of $351,697. The revenue results represent an increase of approximately sixty-one percent (61%) as compared to the same
reporting quarter last year; the operating, pre-tax profit results represent a reduction of approximately 19% against the prior
year's income for the same quarter. The Company attributes the decline in profit margin to the commencement of international sales
activities, which generate a lower fee structure for Hannover House than consumer products (such as DVDs, Blu-Rays and Books).
General and Administrative Expenses for Q3 were $63,229,
which represents a reduction of nearly $100,000 from the Company's Q2 (2013) G&A, and a reduction of approximately $33,000
from the same period last year. The year-over-year reduction is attributable primarily to a reduction in staff, including the termination
of a sales consulting arrangement for DVD's and Blu-Ray products. The reduction from Q2 is attributable primarily to an unusually
high legal expenditure in Q2 (relating to the initiation of a credit facility with TCA Global Master Fund), and financial
consulting fees relating to the overall strategy for growth. |
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SECTION 3 — SECURITIES AND
TRADING MARKETS
Item 3.03 |
Material Modification to Rights of Security Holders.
Company has authorized the filing of a U.C.C. Security
Interest in the Accounts Receivable, for the benefit of TCA Global Master Fund, as a requirement to the creation of a credit facility
for Hannover House, and subject to the limitation of Company's share of receivables. |
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SECTION 5 — CORPORATE GOVERNANCE
AND MANAGEMENT
Item 5.02 |
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Company has reached an agreement with the two principal
officers, directors and managers of the Company - D. Frederick Shefte (President) and Eric F. Parkinson (C.E.O.) - for a reduction
in the base annual salary that each has been earning. During calendar years 2010, 2011 and 2012, each of Shefte and Parkinson were
earning salary at the rate of one-hundred-eighty thousand dollars ($180,000) per year, with most of this amount accrued as deferred
income (and not paid). As of January 1, 2013, the rate of salary for each was reduced to ninety-thousand dollars ($90,000)
per year, the majority of which continues to be deferred (and not paid). Company reserves the option to convert any portion
of the deferred salaries accrued for the benefit of Shefte and / or Parkinson into restricted shares at the market price
of shares at the time, in the event that Company deems such an equity conversion to be more beneficial that the existing, cash
obligation. |
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
During 2013, Company modified its Articles of Incorporation
to reduce the total quantity of Authorized Shares by one-hundred-million (100,000,000) shares. The new total of Authorized Shares
is six-hundred-million (600,000,000), which amount has been duly recorded with both the Wyoming Secretary of State, and with the
Company's Transfer Agent, Standard Registrar & Transfer Co., Inc. Company has amended its Bylaws to authorize the option of
issuing a detailed "Annual Report" and shareholder conference call, in lieu of an annual meeting of shareholders. Previously
held annual shareholder meetings have generated minimal attendance and were not viewed as an efficient forum for the dissemination
of information requested by shareholders. |
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SECTION 8 — OTHER EVENTS
Item 8.01 |
Other Events.
Company has entered into "option" agreements with
property rights owners for the right to purchase three motion picture properties. The execution of these option agreements does
not constitute an event of material impact or significant financial expense, but does enable the Company to begin seeking financing
for each of these three projects. Company plans to seek financing from international pre-sales (bankable contracts for specific
territories or media), co-production arrangements and tax beneficial structures. Two of the three motion picture properties
have been publicly disclosed, specifically "Mother Goose" (aka "Utopia") by Mike Snyder, and "The Legend
of Belle Starr" by Truman Nicholson. Financing for a previously announced feature film production, "Mothman Chronicles"
from Allegheny Filmworks, has still not been completed. Company retains the home video rights to a major feature film entitled
"Wild Oats" subject to an option agreement under which the Hannover House rights may be purchased by the producers of
the film, or their designee.
During 2014 and 2015, Company has agreed to present qualifying,
theatrically released films, to 20th Century Fox Home Entertainment ("Fox"), for release to the home video market in
the United States and Canada (including all non-subscription / transactional Video-on-Demand outlets). Company had previously
engaged Fox for the release of the feature film, "Twelve" (from director Joel Schumacher), the results of which
were determined to be financially beneficial for Hannover House. |
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SECTION 9 — FINANCIAL STATEMENTS
AND EXHIBITS
Item 9.01 |
Financial Statements and Exhibits. |
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(a) Financial statements of businesses acquired. Not Applicable. |
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(b) Pro forma financial information. Not Applicable. |
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(c) Shell company transactions. Not Applicable. |
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(d) Exhibits. |
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Ex. 1 - Quarterly Financial Results for the three-month period ending Sept. 30, 2013 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November 19, 2013 |
Hannover House, Inc. |
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By |
/s/ Eric F. Parkinson |
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Name: Eric F. Parkinson
Title: C.E.O. |
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INDEX TO EXHIBITS
Exhibit No. |
|
Description |
1 |
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Quarterly Financial Results for the three-month period ending Sept. 30, 2013 |
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